Passive microwave remote sensing is sensitive to the quantity and distribution of water in soil and vegetation. During summer 2000, the Microwave Geophysics Group a t the University of Michigan conducted the seventh Radiobrighness Energy Balance Experiment (REBEX-7) over a corn canopy in Michigan. Long time series of brightness temperatures, soil moisture and micrometeorology on the plot were taken. This paper addresses the calibration of the NASA GSFC polarimetric airborne C band microwave radiometer (ACMR) that participated in REBEX-7. These passive polarimeters are typically calibrated using an end-to-end approach based upon a standard artificial target or a well-known geophysical target. Analyzing the major internal functional subsystems offers a different perspective. The primary goal of this approach is to provide a transfer function that not only describes the system in its entire5 but also accounts for the contributions of each subsystem toward the final modified Stokes parameters. This approach does not assume that the radiometric system is linear as it does not take polarization isolation for granted, and it also serves as a realistic instrument simulator, a useful tool for future designs. The ACMR architecture can be partitioned into functional subsystems. The characteristics of each subsystem was extensively measured and the estimated parameters were imported into the overall dosed form system model. Inversion of the model yields a calibration for the modeled Stokes parameters with uncertainties of 0.2 K for the V and H polarizations and 2.4 K for the 3rd and 4th parameters. Application to the full Stokes parameters over a senescent cornfield is presented.